Governing law and jurisdiction

The "Governing Law and Jurisdiction" clause specifies which region's legal framework will be applied in interpreting and enforcing the terms of a contract and designates the location where any legal disputes will be resolved. This clause is crucial for determining procedural and substantive legal matters, ensuring both parties are aware of the legal standards and courts that will have authority in case of conflicts.

Want to automatically extract clauses from your contracts?

14 Governing law and jurisdiction examples

  • Description
    Governing law and jurisdiction This Agreement, including any non-contractual obligations arising out of or in connection with this Agreement and any and all other agreements and instruments executed and other documents delivered pursuant hereto, are governed by and shall be construed in accordance with English law.
    Document
    Kosmos Energy Ltd. (KOS)
  • Description
    Governing law and jurisdiction (a) This variation agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and interpreted in accordance with the law of England and Wales. (b) The parties irrevocably agree that the courts of England and Wales have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) that arises out of, or in connection with, this variation agreement or its subject matter or formation .
    Document
    Marygold Companies, Inc. (MGLD)
  • Description
    9. Governing law and jurisdiction 9.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 9.2 Each party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) that arises out of or in connection with this agreement or its subject matter or formation. Nothing in this clause shall limit the right of the Lender to take proceedings against the Borrower in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.  
    Document
    ClimateRock (CLRC)
  • Description
    12. GOVERNING LAW AND JURISDICTION 12.1 This Deed (and any non-contractual obligations arising out of or in connection with this Deed) shall be governed by and construed in accordance with English law. 12.2 Each party irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including any dispute relating to any non-contractual obligations arising out of or in connection with this Deed or any dispute regarding the existence or validity of this Deed) and that accordingly any proceedings arising out of or in connection with this Deed shall be brought in the courts of England. 12.3 Each party irrevocably submits to the jurisdiction of the English courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.
    Document
    Immunocore Ltd
  • Description
    7 GOVERNING LAW AND JURISDICTION   7.1 This Deed (including any dispute, claim or controversy arising out of, in connection with or relating to this Deed) shall be governed by, and construed in accordance with the laws of England and Wales, without giving effect to conflicts of laws principles that would result in the application of the law of any other state.   7.2 This Deed (including any dispute, claim or controversy arising out of, in connection with or relating to this Agreement) shall be subject to the exclusive jurisdiction of the English Courts and the parties irrevocably agree that any proceedings in respect of such claim or matter may be brought only in such court.
    Document
    Nano Dimension Ltd. (NNDM)
  • Description
    7.Governing law and jurisdiction 7.1 This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof. 7.2 Each of the Parties irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any other court in the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal courts of the United States of America sitting in the State of Delaware) in connection with any matter based upon or arising out of this Agreement (or any transaction contemplated by this Agreement). 7.3 Each of the Parties agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such Party and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue, and manner of service of process. Each Party hereby agrees not to commence any legal proceedings relating to or arising out of this Agreement (or any transaction contemplated by this Agreement) in any jurisdiction or court, other than as provided herein. 7.4 Without limiting the foregoing, each Party agrees that service of process on such Party in accordance with Clause 5 shall be deemed effective service of process on such Party and each Party waives any further argument that such service is insufficient.
    Document
    CENNTRO ELECTRIC GROUP Ltd (NAKD)
  • Description
    Governing Law; Dispute Resolution To the extent not preempted by U.S. federal law, with respect to any Covered Executive subject to this Policy, this Policy will be governed by, construed, interpreted, and its validity determined under the laws of the state in which the applicable Covered Executive resides (the “Governing Law State”), as applied to agreements entered into and to be fully performed by residents of such Governing Law State. Such law of the Governing Law State shall govern regardless of the forum in which a dispute may be adjudicated. Subject to the following paragraph, all actions or proceedings for injunctive relief arising out of this Policy with respect to any Covered Executive shall exclusively be heard and determined in state or federal courts in the Governing Law State having appropriate jurisdiction. The Company and each Covered Executive expressly consent to the exclusive jurisdiction of such courts in any such action or proceeding and waive any objection to venue therein and any defense of forum non conveniens. The Company and each Covered Executive hereby incorporate by reference into this Policy that certain Dispute Resolution Agreement previously entered into by the Company (or one of its current direct or indirect subsidiaries) and such Covered Executive, as such agreement may be amended from time-to-time (the “Dispute Resolution Agreement”), and agree that any and all disputes arising under this Policy are subject to and governed by the Dispute Resolution Agreement; provided, however, that Company and each Covered Executive reserve the right to seek temporary or preliminary injunctive relief in court, in which case such parties agree that such injunctive relief shall be granted in court to preserve the status quo pending a resolution on the merits in arbitration. Each Covered Executive agrees that in connection with any application for injunctive relief, discovery shall be conducted on an expedited basis. Each Covered Executive further agrees that, in any proceeding alleging application of this Policy, the Company shall have the right to conduct forensic examinations of any computers and/or electronic devices in the Covered Executive’s possession or control, if the Company reasonably believes such devices contain Confidential Information (as defined in the Dispute Resolution Agreement).
    Document
    Bluejay Diagnostics, Inc. (BJDX)
  • Description
    The choice of the laws of the State of New York as the governing law of the Indenture and the Notes would be upheld as a valid choice of law by the courts of Luxembourg and applied by those courts in proceedings in relation to the Indenture and the Notes as the governing law thereof.
    Document
    nVent Electric plc (NVT)
  • Description
    Governing Law. This General Release and Waiver shall be governed by, and construed and enforced in accordance with, the laws of Pennsylvania, without reference to its choice of law rules. The parties hereby irrevocably consent to the jurisdiction of Pennsylvania and courts located in Pennsylvania for purposes of resolving any dispute under this General Release and Waiver and expressly waive any objections as to venue in any such courts
    Document
    AXIS CAPITAL HOLDINGS LTD (AXS, AXS-PE)
  • Description
    Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the applicable substantive laws of Hong Kong, without giving effect to its conflicts of laws rules. Subject to the terms of Section [9] (“Dispute Resolution”), each party irrevocably agrees that any legal action, suit or proceeding brought by it in a court in any way arising out of this Agreement shall be brought solely and exclusively in, and shall be subject to the services of process and other applicable rules of the jurisdiction of Hong Kong and each party irrevocably submits to the sole and exclusive personal jurisdiction of that jurisdiction’s courts generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other Party.
    Document
    Advanced Health Intelligence Ltd (MYZQF)
  • Description
    Governing Law. The parties agree that the corporate laws of the State of Nevada shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of California, without reference to its principles of conflict of laws and without giving effect to any choice of law provision or rule that would cause the application of the laws of any jurisdictions other than the State of California. Each party irrevocably and unconditionally agrees and consents to submit to the non-exclusive personal jurisdiction of the U.S federal and state courts located in California for the adjudication of any dispute hereunder or in connection herewith and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT.
    Document
    BLOOMIOS, INC.
  • Description
    GOVERNING LAW, VENUE AND JURISDICTION This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to conflict of laws and all disputes arising under or relating to this Agreement shall be brought and resolved solely and exclusively in the State of Delaware. Shareowner irrevocably waive my right, if any, to have any disputes with the Company arising out of or related to this Agreement decided in any jurisdiction or venue other than a state court in the State of Delaware.  Shareowner hereby irrevocably consents to the personal jurisdiction of the state courts in the State of Delaware for the purposes of any action arising out of or related to this Agreement.
    Document
    NUVASIVE INC
  • Description
    GOVERNING LAW. This Agreement shall be interpreted in accordance with the laws in the state of California (“Governing Law”).
    Document
    L A M Y (LMMY)
  • Description
    Governing Law; jurisdiction. With respect to the interpretation and performance of this Trust Agreement, the Parties hereby expressly and irrevocably submit to the governing laws of Mexico, and to the jurisdiction of the competent courts of Mexico City, and therefore expressly and irrevocably waive any other jurisdiction that may correspond to them by virtue of their present or future domiciles or for any other reason.
    Document
    Vista Energy, S.A.B. de C.V. (VIST, VISTA, VSOGF)

What is Governing Law and Jurisdiction?

Governing Law and Jurisdiction are critical elements of a contract that define the legal framework under which the agreement will be interpreted and which courts will resolve any disputes. Essentially, this clause dictates which country’s or state’s laws will apply (the governing law) and where any legal proceedings (jurisdiction) will take place. Including a clear law and jurisdiction clause is essential to avoid ambiguity and ensure both parties understand the legal standards that will govern their relationship.

When should I use Governing Law and Jurisdiction?

A Governing Law and Jurisdiction clause should be included in any contract involving parties from different jurisdictions or when the contract spans multiple legal territories. This is particularly important when dealing with cross-border agreements, as different countries may have vastly different legal systems. Specifying that the contract shall be governed by the laws of England or another jurisdiction, for example, provides certainty and can prevent costly legal disputes. It’s a way of establishing clarity on which legal system will apply, especially if the England and Wales law clause is commonly used in international agreements.

How do I write Governing Law and Jurisdiction?

A typical Governing Law and Jurisdiction clause should specify the chosen legal system and the venue for any disputes. Here’s an example of how to write this clause:

Governing Law and Jurisdiction: This Agreement shall be governed by, and construed in accordance with, the laws of [Specified Jurisdiction], without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [Specified Venue].

This format is widely used in contracts to ensure that both the governing law and the jurisdiction are explicitly agreed upon by all parties.

What does “Shall be Governed by the Laws of England” Mean?

The phrase “this contract shall be governed by the laws of England” is commonly found in international contracts to ensure that the agreement adheres to English law. This clause clarifies that, regardless of where the parties are located or where the business activities take place, English law will be the governing law for interpreting the contract. It’s an effective way to bring consistency and predictability to agreements, especially in global commerce. English law is often chosen for its well-established legal system and robust contract law precedents.

What is the England and Wales Law Clause?

An England and Wales law clause is a type of Governing Law and Jurisdiction clause that specifies that the contract will be interpreted and enforced under the laws of England and Wales. This clause is commonly used in contracts involving parties from different countries, as the legal system in England and Wales is widely recognized for its transparency and fairness. By including an England and Wales law clause, the parties can ensure that any disputes will be resolved in a jurisdiction that both sides consider reputable and reliable.

For instance, a typical England and Wales law clause may state:

This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales. Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of England and Wales.

Which contracts typically contain Governing Law and Jurisdiction?

You’ll typically find a Governing Law and Jurisdiction clause in a variety of contracts, including:

  • International Business Agreements: To define which country’s laws will govern the contract and which courts will hear disputes.
  • Service Contracts: Especially important when dealing with parties from different legal jurisdictions, where specifying that the contract is governed by England and Wales law can offer reassurance to both parties.
  • Sales Contracts: In cross-border transactions, clearly defining the governing law avoids uncertainty.
  • Employment Contracts: Used to specify the legal framework that will govern any employment disputes.
  • Licensing Agreements: To ensure the proper jurisdiction is established in intellectual property matters.
  • Partnership Agreements: Provides a clear understanding of how disputes between partners will be resolved.

Including a well-drafted law and jurisdiction clause, such as one that specifies the agreement shall be governed by the laws of England, can help mitigate risks, create legal clarity, and ensure both parties know what to expect in the event of a dispute.

Templates refrencing "Governing law and jurisdiction"

These templates contain the clause you just read about.

Employment Contract Template

An employment contract is a legally binding document that defines the working relationship between an employer and an employee.

Letter of Intent (LOI) Template

The Letter of Intent (LOI) is a legal document that outlines the terms and conditions of a confidentiality agreement between two parties.

More Clauses from the Library

Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.

Grant of rights

The "Grant of Rights" clause specifies the permissions and entitlements that one party extends to another regarding the use of intellectual property or certain assets. It delineates the scope, duration, and limitations of these rights, ensuring both parties clearly understand how and to what extent the granted rights can be exercised.

10 example clauses

Guarantee

A guarantee clause in a contract assures one party that certain conditions or obligations will be fulfilled, offering a promise of performance or a backup remedy if the specified terms are not met. It often involves the guarantor providing financial security or taking responsibility to ensure the contract's commitments are upheld.

13 example clauses

Guaranteed maximum price

A Guaranteed Maximum Price (GMP) clause in a contract establishes a ceiling on the total cost that the owner will pay to the contractor, protecting the owner from cost overruns while incentivizing the contractor to manage costs efficiently. Any savings generated under the maximum price typically benefit the owner, though such clauses may include provisions for shared savings between parties.

17 example clauses

Analyze your contracts.
Extract important clauses.

<

Try our AI contract analysis and extract important clauses and information from existing contracts.

< <
fynk app clause extraction screenshot